SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

						July 21, 2005

Benton H. Wilcoxon
Chief Executive Officer
Composite Technology Corporation
2026 McGaw Avenue
Irvine, CA  92614

Re:	Composite Technology Corporation
	Amended Registration Statement on Form S-3
	File No. 333-122280
      Filed on June 30, 2005

Dear Mr. Wilcoxon:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

Form S-3

Recent Developments, page 1
1. We note your response to comment 5; however, it is unclear why
the
cancellation could not occur outside of a Chapter 7 bankruptcy.
2. Please clarify the effect of the court approving your
disclosure
statement, including whether that approval means that your
reorganization plan will be implemented.

Risk Factors, page 4
3. Given your response to comment 20 in our previous letter,
please
include a risk factor to highlight the lack of payment of the
account
receivable recorded for the Kansas project.

Summary of Reorganization Plan, page 15
4. Please explain defined and technical terms in this summary.
For
example, we note your references to "impaired" and "unimpaired"
claims and numerous capitalized terms.

Exhibit 23.1
5. Provide an updated consent of your independent accountants.

Form 10-KSB for the year ended September 30, 2004

Description of Business

Corporate History, page 4
6. We note your response to comment 10.  Given that the
corporation
was governed by the laws of Florida until its reincorporation in
Nevada, please provide us your analysis of the validity of the
transactions up to and including the reincorporation under the
applicable Florida law, as well as the information Florida law
required you to provide shareholders for those transactions.

Sales of Unregistered Securities, page 32
7. We note your response to comment 15.  Please provide us your
detailed factual and legal analyses that show how your June 2004
transaction is consistent with our interpretation as set forth in
the
Heritage Entertainment letter we previously cited.
8. We reissue comment 16 and the series of comments issued
preceding
it.  We note you continue to include disclosure that states
securities were issued to "an entity(ies)" for "professional
services" (issuances during March, July, and August 2004, and two
issuances during "the last quarter of 2004").
9. We reissue comment 18 and the series of comments issued
preceding
it.  Please tell us the specific services provided by the
consulting
professionals mentioned on page F-33 and 34 in connection with the
following issuances of securities:

* the grant of options to purchase 5.2 million shares of your
common
stock from February 20 to March 31, 2002 to six consulting
professionals;
* the grant of options to purchase 750,000 shares of your common
stock on August 27, 2002 to a consulting professional; and
* the grant of options to purchase 2,950,000 shares of your common
stock in August 2003 to a consulting professional.
10. Please revise Exhibit B to your response letter to include
each
of the sales during the relevant period shown on your "Attachment
A
to 10-KSB/A" or tell us on which registration statement each such
omitted transaction was registered.
Managements` Discussion and Analysis or Plan of Operation, page 39
11. Please refer to prior comment 20.  Your current disclosure
states
that you received $100,000 through June 17, 2005, which is not
consistent with the discussion in your response that indicates
that
you received $250,000, but that payment was returned for
insufficient
funds. Please revise the filing to update your collection efforts
for
the $2.5 million receivable and the agreed upon extended payment
terms.
12. We note your response to prior comment 20, which states that
in
the event you do not collect any of the $2.5 million receivable,
you
will recommend to your Board of Directors to restate the revenues
for
the year-ended September 30, 2004 because the validity of the
contract was in question and therefore no revenue should have been
recorded.  However, it appears that at the date of the financial
statements you considered the receivable to be collectible and
recorded revenue in accordance with SAB 104. If you subsequently
determined that the customer was unable to pay based on new
information after the date of the financial statements please tell
us
why you would not record an allowance against the receivable and
reflect this as a bad debt write-off rather than a restatement of
the
original transaction to reflect this as the correction of an
error.

Report of Independent Registered Public Accounting Firm, page F-2
13. We note that the audit report on page F-2 includes an
explanatory
paragraph for the restatement in Note 2.  However, the date of
this
report has not been changed. The auditor`s should either reissue
or
dual date their report as required by AU 530.

Consolidated Statements of Shareholders` Equity, page F-5
14. Please refer to prior comment 22. We note your response
included
in Attachment A. However, it does not appear that the appropriate
sections of your September 30, 2004 Shareholders` Equity
statements
are properly labeled as restated. Accordingly, please revise the
filing to comply.

Note 8 - Commitments and Contingencies, page F-21

Litigation, page F-24

Composite Technology Corporation V. Acquvest, Inc., Paul Koch,
Victoria Koch, Patricia Manolis and Michael Tarbox, page F-25
15. Please refer to prior comment 28. We note your previous
response
and amendments to pages 35 and 42 appeared to properly address our
comment, however it does not appear you revised your disclosure on
page F-31. Accordingly, please revise the filing to clarify that
the
shares and warrants were cancelled due to non-performance under
the
subscription agreement.

Note 9 - Shareholders` Equity, page F-27

Services Rendered, page F-28

Warrants, page F-38
16. Please refer to prior comment 31. We note your previous
response
that TTC was reverse merged into El Dorado subsequent to the
issuances of the warrant and that according to the fair value
provisions of purchase accounting, any previously recorded expense
attributed to the inducement to modify the conversion price of TTC
Series A Preferred Stock would be negated.  We also note on page 4
that you identify TTC as the accounting acquirer in the reverse
merger transaction. Accordingly, the historical financial
statements
of TTC became the historical financial statements of the new
entity
and no fair value adjustments were applied to TTC`s assets and
liabilities.  In this regard, please tell us why there was no
expense
recorded for the issuance of the warrants to purchase stock of the
accounting acquirer (TTC) which would not have been subject to
purchase accounting valuation and would appear impact the
historical
financial statements of TTC.

Form 10-Q for the Quarter-Ended March 31, 2005

Note 4 - Summary of Significant Accounting Policies, page 8

Concentration of Credit Risk, page 11
17. Please refer to prior comment 34. We note your previous
response
which directed us to review your response to prior comment 20.
However, we note your current disclosure states that "the Company
has
received a progress payment on this receivable in April 2005",
which
appears to conflict with your response to prior comment 20. Please
revise the filing to update the information regarding the status
of
the receivable and the payment plan and when you reasonable expect
to
receive payment on the balance.

Note 7 - Shareholders` Equity, page 13
18. Please refer to prior comment 35. We note your previous
response
and amendment to page 10 appeared to properly address our comment,
however, it does not appear that you have revised the Critical
Accounting Policies section of your Management`s Discussion and
Analysis to provide an analysis of the impact of the assumptions
inherent in your warrant valuation.  The Critical Accounting
policies
section should identify for investors the types of assumptions
that
underlie the most significant and subjective estimates, the
sensitivity of those to estimates to deviations from management`s
assumption and the circumstances that have resulted in revised or
different assumption in the past. In addition, disclose the
specific
assumptions related to the 1 million warrants issued in connection
with the amendment to the debenture.

Form 8-K dated July 5, 2005
19. With a view toward clarified disclosure, please explain in
detail
how the insurance coverage facilitates the warranty program and
provides clients an opportunity to extend their warranties.  Also,
explain the purpose for obtaining this insurance, including why an
insurance arrangement is needed for the warranty program.  Lastly,
please tell us in detail how you plan to account for this new
arrangement.

*          *          *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Kevin Kuhar at (202) 551-3662, or Brian
Cascio,
Branch Chief, at (202) 551-3676 if you have questions regarding
comments on the financial statements and related matters.  Please
contact Dan Duchovny at (202) 551-3619 or me at (202) 551-3617
with
any other questions.

      Sincerely,

      Russell Mancuso
							Branch Chief

cc (via fax):  	Kevin Leung, Esq. (310) 208-1154
??

??

??

??

Benton H. Wilcoxon
Composite Technology Corporation
July 21, 2005
Page 1

</TEXT>
</DOCUMENT>